Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 06, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | TPG PACE TECH OPPORTUNITIES CORP. | |
Entity Central Index Key | 0001819404 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39595 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1499860 | |
Entity Address, Address Line One | 301 Commerce Street | |
Entity Address, Address Line Two | Suite 3300 | |
Entity Address, City or Town | Fort Worth | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76102 | |
City Area Code | 212 | |
Local Phone Number | 405-8458 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 45,000,000 | |
Class F Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,250,000 | |
One Class A Ordinary Shares and One-fifth of One Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of each class | Units, each consisting of one Class A ordinaryshare and one-fifth of one redeemable warrant | |
Trading Symbol(s) | PACE.U | |
Name of each exchange on which registered | NYSE | |
Class A Ordinary Shares, Par Value $0.0001 Per Share | ||
Document Information [Line Items] | ||
Title of each class | Class A ordinary shares, par value $0.0001 pershare | |
Trading Symbol(s) | PACE | |
Name of each exchange on which registered | NYSE | |
Redeemable Warrants, Each Whole Warrant Exercisable for One Class A Ordinary Share Exercise Price of $11.50 Per Share | ||
Document Information [Line Items] | ||
Title of each class | Redeemable warrants, each whole warrantexercisable for one Class A ordinary share at anexercise price of $11.50 per share | |
Trading Symbol(s) | PACE WS | |
Name of each exchange on which registered | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,121,886 | $ 534,095 |
Prepaid expenses | 241,492 | 277,890 |
Total current assets | 1,363,378 | 811,985 |
Investments held in Trust Account | 450,019,539 | 450,005,937 |
Total assets | 451,382,917 | 450,817,922 |
Current liabilities: | ||
Accrued professional fees and other expenses | 4,717,220 | 533,908 |
Note payable to Sponsor | 2,000,000 | |
Deferred underwriting compensation | 15,750,000 | 15,750,000 |
Derivative liabilities | 34,773,333 | 59,536,667 |
Total current liabilities | 57,240,553 | 75,820,575 |
Total liabilities | 57,240,553 | 75,820,575 |
Commitments and contingencies | ||
Class A ordinary shares subject to possible redemption: 45,000,000 shares at a redemption value of $10.00 per share | 450,019,539 | 450,005,937 |
Shareholders' deficit: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | ||
Accumulated deficit | (55,878,300) | (75,009,715) |
Total shareholders' deficit | (55,877,175) | (75,008,590) |
Total liabilities and shareholders' deficit | 451,382,917 | 450,817,922 |
Class F Ordinary Shares | ||
Shareholders' deficit: | ||
Ordinary shares value | $ 1,125 | $ 1,125 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (unaudited) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 1,000,000 | 1,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Temporary equity shares subject to possible redemption | 45,000,000 | 45,000,000 |
Temporary equity shares redemption per share | $ 10 | $ 10 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Ordinary shares, issued | 0 | 0 |
Ordinary shares, outstanding | 0 | 0 |
Ordinary shares subject to possible redemption | 45,000,000 | 45,000,000 |
Class F Ordinary Shares | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, issued | 11,250,000 | 11,250,000 |
Ordinary shares, outstanding | 11,250,000 | 11,250,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | $ 0 | $ 0 | ||
Professional fees and other expenses | $ 1,139,648 | 868 | $ 5,631,919 | 868 |
Change in fair value of derivatives | 8,053,333 | 0 | (24,763,334) | 0 |
(Loss) income from operations | (9,192,981) | (868) | 19,131,415 | (868) |
Interest income | 6,839 | 0 | 13,602 | 0 |
Net (loss) income attributable to ordinary shares | (9,186,142) | $ (868) | 19,145,017 | $ (868) |
Class A Ordinary Shares | ||||
Net (loss) income attributable to ordinary shares | $ (7,348,914) | $ 15,316,014 | ||
Net (loss) income per ordinary share: | ||||
Basic and diluted | $ (0.16) | $ 0 | $ 0.34 | $ 0 |
Weighted average ordinary shares outstanding: | ||||
Basic and diluted | 45,000,000 | 0 | 45,000,000 | 0 |
Class F Ordinary Shares | ||||
Net (loss) income attributable to ordinary shares | $ (1,837,228) | $ 3,829,003 | ||
Net (loss) income per ordinary share: | ||||
Basic and diluted | $ (0.16) | $ 0 | $ 0.34 | $ 0 |
Weighted average ordinary shares outstanding: | ||||
Basic and diluted | 11,250,000 | 20,000,000 | 11,250,000 | 20,000,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (unaudited) - USD ($) | Total | Preferred Shares | Additional Paid-In Capital | Accumulated Deficit | Class A Ordinary Shares | Class A Ordinary SharesOrdinary Shares | Class F Ordinary Shares | Class F Ordinary SharesOrdinary Shares |
Beginning Balance at Dec. 31, 2019 | $ 16,506 | $ 23,000 | $ (8,494) | $ 2,000 | ||||
Beginning Balance, Shares at Dec. 31, 2019 | 20,000,000 | |||||||
Net income (loss) attributable to ordinary shares | 0 | $ 0 | 0 | 0 | $ 0 | $ 0 | ||
Ending Balance at Mar. 31, 2020 | 16,506 | 23,000 | (8,494) | $ 2,000 | ||||
Ending Balance, Shares at Mar. 31, 2020 | 20,000,000 | |||||||
Beginning Balance at Dec. 31, 2019 | 16,506 | 23,000 | (8,494) | $ 2,000 | ||||
Beginning Balance, Shares at Dec. 31, 2019 | 20,000,000 | |||||||
Net income (loss) attributable to ordinary shares | (868) | |||||||
Ending Balance at Jun. 30, 2020 | 15,638 | 23,000 | (9,362) | $ 2,000 | ||||
Ending Balance, Shares at Jun. 30, 2020 | 20,000,000 | |||||||
Beginning Balance at Mar. 31, 2020 | 16,506 | 23,000 | (8,494) | $ 2,000 | ||||
Beginning Balance, Shares at Mar. 31, 2020 | 20,000,000 | |||||||
Net income (loss) attributable to ordinary shares | (868) | $ 0 | 0 | (868) | $ 0 | $ 0 | ||
Ending Balance at Jun. 30, 2020 | 15,638 | $ 23,000 | (9,362) | $ 2,000 | ||||
Ending Balance, Shares at Jun. 30, 2020 | 20,000,000 | |||||||
Beginning Balance at Dec. 31, 2020 | (75,008,590) | (75,009,715) | $ 1,125 | |||||
Beginning Balance, Shares at Dec. 31, 2020 | 11,250,000 | |||||||
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value | (6,763) | (6,763) | ||||||
Net income (loss) attributable to ordinary shares | 28,331,159 | 28,331,159 | ||||||
Ending Balance at Mar. 31, 2021 | (46,684,194) | (46,685,319) | $ 1,125 | |||||
Ending Balance, Shares at Mar. 31, 2021 | 11,250,000 | |||||||
Beginning Balance at Dec. 31, 2020 | (75,008,590) | (75,009,715) | $ 1,125 | |||||
Beginning Balance, Shares at Dec. 31, 2020 | 11,250,000 | |||||||
Net income (loss) attributable to ordinary shares | 19,145,017 | $ 15,316,014 | $ 3,829,003 | |||||
Ending Balance at Jun. 30, 2021 | (55,877,175) | (55,878,300) | $ 1,125 | |||||
Ending Balance, Shares at Jun. 30, 2021 | 11,250,000 | |||||||
Beginning Balance at Mar. 31, 2021 | (46,684,194) | (46,685,319) | $ 1,125 | |||||
Beginning Balance, Shares at Mar. 31, 2021 | 11,250,000 | |||||||
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value | (6,839) | (6,839) | ||||||
Net income (loss) attributable to ordinary shares | (9,186,142) | (9,186,142) | $ (7,348,914) | $ (1,837,228) | ||||
Ending Balance at Jun. 30, 2021 | $ (55,877,175) | $ (55,878,300) | $ 1,125 | |||||
Ending Balance, Shares at Jun. 30, 2021 | 11,250,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||||
Net income (loss) attributable to ordinary shares | $ 19,145,017 | $ (868) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 36,398 | 0 | ||
Accrued professional fees and other expenses | 4,183,312 | 868 | ||
Change in fair value of derivatives | (24,763,334) | 0 | ||
Interest on investments held in Trust Account | $ (6,839) | $ 0 | (13,602) | 0 |
Net cash used in operating activities | (1,412,209) | 0 | ||
Cash flows from financing activities: | ||||
Proceeds of notes payable from Sponsor | 2,000,000 | 0 | ||
Net cash provided by financing activities | 2,000,000 | 0 | ||
Net change in cash | 587,791 | 0 | ||
Cash at beginning of period | 534,095 | 25,093 | ||
Cash at end of period | $ 1,121,886 | $ 25,093 | $ 1,121,886 | $ 25,093 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Organization and General TPG Pace III Holdings Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 11, 2019. On July 27, 2020, the Company filed with the Registrar of Companies of the Cayman Islands to amend and restate the Memorandum and Articles of Association to change the name of the Company to TPG Pace Tech Opportunities Corp. On October 6, 2020, the Company filed with the Registrar of Companies of the Cayman Islands to amend and restate the Memorandum and Articles of Association in connection with its Public Offering (as defined below). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s sponsor is TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”), which is an affiliate of TPG Global, LLC. On January 26, 2021, the Company formed TPG Pace Tech Merger, Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company. On January 26, 2021, the Company also formed TPG Pace Blocker Merger Sub I Inc., TPG Pace Blocker Merger Sub II Inc. and TPG Pace Blocker Merger Sub III Inc., all Delaware corporations and wholly owned subsidiaries of the Company. These four entities were formed in contemplation of the Proposed Business Combination (as defined herein). All activity for the period from Inception to June 30, 2021 relates to the Company’s formation and the initial public offering of units, each consisting of one of the Company’s Class A ordinary shares (“Public Shares”) and one-fifth one The accompanying condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company’s ability to continue as a going concern Proposed Business Combination On January 28, 2021, the Company, TPG Pace Tech Merger Sub LLC, a Delaware limited liability company (“Nerdy Merger Sub”), TCV VIII (A) VT, Inc., a Delaware corporation (“TCV Blocker”), LCSOF XI VT, Inc., a Delaware corporation (“Learn Blocker” and, together with TCV Blocker, the “Blockers”), TPG Pace Blocker Merger Sub I Inc., a Delaware corporation (“Blocker Merger Sub I”), TPG Pace Blocker Merger Sub II Inc., a Delaware corporation (“Blocker Merger Sub II” and, together with Blocker Merger Sub I, the “Blocker Merger Subs” and, together with Nerdy Merger Sub, the “Merger Subs”), Live Learning Technologies LLC, a Delaware limited liability company (“Nerdy”), and, solely for the purposes described therein, certain entities affiliated with the Blockers (“Blocker Holders”) entered into a Business Combination Agreement ( as amended on March 19, 2021 and on July 14, 2021 and as may be amended, supplemented or otherwise modified from time to time (a) Pursuant to the Business Combination Agreement, on the date (the “Closing Date”) of closing of the Proposed Business Combination (the “Closing”), prior to the Effective Time (as defined in the Business Combination Agreement), (i) the Company will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which the Company will change its name to “Nerdy Inc.”, and (ii) Nerdy will cause each outstanding class of preferred units and the Nerdy profits units to be automatically converted into Nerdy common units (subject to applicable vesting requirements). (b) Nerdy Merger Sub will merge with and into Nerdy (the “Merger”), with Nerdy surviving the Merger. Pursuant to the Merger, (i) each holder of Nerdy common units (other than the Blockers) will exchange its Nerdy common units for (A) certain cash consideration, (B) either (x) certain limited liability company units in Nerdy (“OpCo Units”), subject to applicable vesting requirements, and an equivalent number of shares of the Company’s class B common stock, par value $0.0001 per share (“Class B Common Stock”), or (y) certain shares of the Company’s class A common stock, par value $0.0001 per share (“Class A Common Stock” and, together with Class B Common Stock, “Common Stock”)), and (C) (x) certain Nerdy warrants to purchase OpCo Units at an exercise price of $11.50 (the “OpCo Warrants”) or (y) certain Company warrants to purchase shares of Class A Common Stock at an exercise price of $ 11.50 (“Pace Warrants”) and (ii) each holder of unit appreciation rights under the Nerdy 2016 U.S. Unit Appreciation Rights Plan and the 2016 Canadian Unit Appreciation Rights Plan will exchange all such unit appreciation rights for either (1) corresponding stock appreciation rights in the Company or (2) certain cash consideration. The holders of Nerdy common units (other than the Blockers) will also receive the rights set forth in the Tax Receivable Agreement (as defined below). (c) (i) Immediately following the Merger, Blocker Merger Sub I will merge with and into TCV Blocker, with TCV Blocker surviving such merger, and (ii) immediately thereafter, Blocker Merger Sub II will merge with and into Learn Blocker, with Learn Blocker surviving such merger (such mergers in clauses (i) and (ii), each a “Reverse Blocker Merger” and, together, the “Reverse Blocker Mergers”), and (iv) immediately following the Reverse Blocker Mergers, each surviving Blocker will merge with and into the Company (one after another) (each a “Direct Blocker Merger” and, together, the “Direct Blocker Mergers” and, together with the Reverse Blocker Mergers, the “Blocker Mergers”), with the Company surviving each Direct Blocker Merger. Each holder of equity interests in the Blockers will exchange such equity interests in the Reverse Blocker Mergers for (A) certain cash consideration, (B) certain shares of Class A Common Stock and (C) certain Pace Warrants. (d) Immediately following the Blocker Mergers and in connection with the Closing, the Company will contribute all of its assets (other than the OpCo Units it then holds) to Nerdy in exchange for a number of additional OpCo Units and a number of OpCo Warrants, such that the Company will hold a number of OpCo Units equal to the total number of shares of Class A Common Stock and a number of OpCo Warrants equal to the total number of Pace Warrants, in each case, issued and outstanding immediately after giving effect to the Proposed Business Combination. The aggregate consideration to be paid to the holders of Nerdy equity (including the owners of the Blockers with respect to their indirect interest in the Nerdy equity) is based on an enterprise value of $1,250,000,000 (subject to certain debt related adjustments) and shall consist of (i) an amount of cash equal to the excess of the amount of available cash over $250,000,000 (but not to exceed $388,200,000), plus plus plus Following the Closing, the combined company will be organized in an “Up-C” structure, and the Company’s only direct assets will consist of OpCo Units and OpCo Warrants. Immediately following the Closing, in the scenario where no public shareholders elect to redeem their Public Shares, the Company would own approximately 60% of the OpCo Units and approximately 90% of the OpCo Warrants, and would have the ability to appoint three of the five managers to the board of managers ofNerdy in accordance with the terms of the Second Amended and Restated Limited Liability Company Agreement of Nerdy to be entered into in connection with the Closing (the “OpCo LLC Agreement”). In such a “no redemption” scenario, the amount of cash to be contributed by the Company to Nerdy at the Closing of the Proposed Business Combination would be approximately $266 million. In a maximum redemption scenario such that every Public Share is redeemed, the Company would own approximately 38% of the OpCo Units, and would have the ability to appoint two of the five managers to the board of managers of Nerdy in accordance with the OpCo LLC Agreement, with no other Nerdy member having the ability to appoint more than one of the remaining managers. In such a “maximum redemption” scenario, the amount of cash to be contributed by the Company to Nerdy at the Closing of the Proposed Business Combination would be approximately $170 million. In addition to the consideration described above, the existing holders of Nerdy equity will be issued an aggregate of 4 million additional issued (i) shares Class A Common Stock or (ii) OpCo Units (and a corresponding number of Class B Common Stock), as applicable, in earn-out consideration that will be subject to forfeiture if the achievement of certain stock price thresholds are not met within five years of the Closing Date (the “Nerdy Earnout”). Under the Business Combination Agreement, the obligations of the parties to consummate the transactions contemplated thereby are subject to a number of closing conditions, including the Company obtaining the requisite approval of its shareholders and the holders of Nerdy membership interests, which the Company expects to seek at an extraordinary general meeting of the Company in the third quarter of 2021. The Business Combination Agreement may be terminated at any time prior to the closing of the Proposed Business Combination by mutual written consent of the Company and Nerdy and, among other things, if the Proposed Business Combination has not occurred prior to September 30, 2021. As such, the closing of the Proposed Business Combination cannot be assured. Concurrently with the execution of the Business Combination Agreement, the Company entered into the following agreements: Transaction Support Agreements, pursuant to which the Nerdy equity holders agreed to, among other things, vote in favor of the Business Combination Agreement and the Proposed Business Combination and to be bound by certain other covenants and agreements related to the Proposed Business Combination; A Stockholders Agreement, pursuant to which certain unit holders in Nerdy and our Sponsor were provided with certain governance Subscription Agreements with certain qualified institutional buyers and accredited investors (collectively, the “Investors”), pursuant to which, among other things, the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Investors, an aggregate of 15,000,000 newly issued shares of Class A Common Stock in connection with the closing of the Proposed Business Combination for aggregate gross proceeds of $150,000,000 (the “Pipe Financing”); and A Waiver Agreement with each holder of Founder Shares, including the Sponsor, pursuant to which such holders agreed to waive their right to receive certain shares of Class A Common Stock in connection with a conversion adjustment applicable to the Pipe Financing and other issuances of securities in excess of 15,000,000 shares under the forward purchase agreements. Such holders also agreed (i) to forfeit (a) 2,000,000 shares, (b) certain shares of Class A Common Stock in connection with the consummation of issuances pursuant to the forward purchase agreements of any shares in excess of an aggregate 15,000,000 shares and (c) 2,444,444 warrants, and (ii) to subject 4,000,000 shares of Class A Common Stock following the closing to potential forfeiture if certain stock price thresholds are not achieved within a period of five years from the Closing Date, consistent with the forfeiture thresholds for the Nerdy Earnout. Other than as specifically discussed herein, this quarterly report on Form 10-Q does not give effect to the Proposed Business Combination or the transactions contemplated thereby. Financing The registration statement for the Company’s initial public offering (“Public Offering”) was declared effective by the United States Securities and Exchange Commission on October 6, 2020. The Public Offering closed on October 9, 2020 (the “Close Date”). The Sponsor purchased an aggregate of 7,333,333 warrants at a purchase price of $1.50 per warrant, or $11,000,000 in the aggregate, in a private placement on October 6, 2020 (the “Private Placement”). The Company intends to finance a Business Combination with proceeds from the Public Offering (see Note 3) and the Private Placement (see Note 4). At the Close Date, proceeds of $450,000,000, net of underwriting discounts of $9,000,000 and funds designated for operational use of $2,000,000, were deposited into an interest-bearing U.S. based Trust Account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) The Trust Account On October 14, 2020, funds held in the Trust Account were invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations (collectively, “Permitted Investments”). Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to pay taxes. The proceeds from the Public Offering will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance and timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within 24 months from the Close Date and (iii) the redemption of all of the Company’s Public Shares if it is unable to complete the Business Combination within 24 months from the Close Date, subject to applicable law. Of the remaining proceeds of $2,000,000 held outside the Trust Account, $300,000 was used to repay the loan from the Sponsor, with the remainder available to pay offering costs, business, legal and accounting due diligence on prospective acquisitions, listing fees and continuing general and administrative expenses. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. As used herein, the target business must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement. After signing a definitive agreement for a Business Combination, the Company will provide the public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares either (i) in connection with a shareholder meeting to approve the Business Combination or (ii) by means of a tender offer. Each public shareholder may elect to redeem their shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is anticipated to be approximately $10.00 per Public Share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commissions payable to underwriters. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval under the law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, after payment of the deferred underwriting commission. In such an instance, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. The Company has 24 months from the Close Date to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the Close Date. However, if the Initial Shareholders acquire Public Shares after the Close Date, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the allotted 24-month time period. The underwriters of the Public Offering have agreed to waive their rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete the Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. If the Company fails to complete the Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the Initial Shareholders, who will be the only remaining shareholders after such redemptions. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such ordinary shares were recorded at their redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at June 30, 2021 and December 31, 2020, and the results of operations and cash flows for the periods presented. Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiary. All intercompany balances and transactions have been eliminated upon consolidation. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of June 30, 2021 or December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3) and Private Placement Warrants (as defined below in Note 4) (collectively, “Warrant Securities”), and the Forward Purchase Agreements and Additional Forward Purchase Agreements (as defined below in Note 4, and collectively, “FPAs”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that the Warrant Securities and FPAs could not be accounted for as components of equity. As the Warrant Securities and FPAs meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change. Key inputs ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities and FPAs were as follows, June 30, 2021 December 31, 2020 Implied volatility 45% 22% Risk-free interest rate 0.05% 0.10% - 0.43% Instrument exercise price for one Class A ordinary share $ 11.50 $ 11.50 Expected term 0.08 years 5.5 years Redeemable Ordinary Shares All of the 45,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company incurred offering costs of $1,094,456 allocated to the issuance and sale of Class A ordinary shares in connection with the Public Offering. These costs, together with the portions of the underwriter discount and Deferred Discount (as defined below) allocated to the issuance and sale of Class A ordinary shares included in the Units, totaling $25,091,705, were charged to temporary equity upon completion of the Public Offering. Offering costs of $752,751 attributed to the issuance and sale of the warrants included in the Units were expensed at the Close Date. Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence. As of June 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the latest modification date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. Net (Loss) Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. At June 30, 2021, the Company had outstanding warrants and forward purchase contracts to purchase up to 36,333,333 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net (loss) income per ordinary share since the exercise of the warrants and forward purchase contracts is contingent upon the occurrence of future events. At June 30, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the three and six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, the Company has two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. As of June 30, 2020, the Company only For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Class A Class F Class A Class F Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (7,348,914 ) $ (1,837,228 ) $ 15,316,014 $ 3,829,003 Denominator: Weighted average ordinary shares outstanding: 45,000,000 11,250,000 45,000,000 11,250,000 Basic and diluted net (loss) income per ordinary share $ (0.16 ) $ (0.16 ) $ 0.34 $ 0.34 Income Taxes Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Public Offering | 3. Public Offering In its Public Offering, the Company sold 45,000,000 units at a price of $10.00 per unit. Each unit consists of one Class A ordinary share of the Company at $0.0001 par value and one-fifth one Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders. Additionally, 90 days after the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, for Class A ordinary shares at a price based on the redemption date and “fair market value” of the Company’s Class A ordinary shares upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share on the trade date prior to the date on which the Company sends the notice of redemption to the Warrant holders. The “fair market value” of the Company’s Class A ordinary shares shall mean the average reported last sale price of the Company’s Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the Warrant holders. The Company has agreed to use its best efforts to file a registration statement for the Class A ordinary shares issuable upon exercise of the Warrants under the Securities Act as soon as practicable, but in no event later than 15 business days following the completion of a Business Combination. The Company paid an underwriting discount of 2.00% of the gross proceeds of the Public Offering, or $9,000,000, to the underwriters at the Close Date, with an additional fee (the “Deferred Discount”) of 3.50% of the gross proceeds of the Public Offering, or $15,750,000, payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount. The Deferred Discount has been recorded as a deferred liability on the balance sheet at June 30, 2021. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On August 12, 2019, the Sponsor purchased 20,000,000 of the Company’s Class F ordinary shares (“Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.001 per share. Prior to the Sponsor’s initial investment in the Company of $25,000, the Company had no assets. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Founder Shares issued. On October 2, 2020, the Sponsor transferred 40,000 Founder Shares to each of the Company’s four independent directors at their original purchase price. On October 2, 2020, the Sponsor forfeited 7,062,500 Founder Shares for no consideration. On November 20, 2020, the Sponsor forfeited 1,687,500 Founder Shares on the expiration of the underwriters’ over-allotment option. At each of June 30, 2021 and December 31, 2020, the Initial Shareholders held 11,250,000 Founder Shares. The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the P ublic Offering except that: • only holders of the Founder Shares have the right to vote on the election of directors prior to the Business Combination; • the Founder Shares are subject to certain transfer restrictions, as described in more detail below; • the Initial Shareholders and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to the Founder Shares and in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete the Business Combination within 24 months from the Close Date. If the Company submits the Business Combination to the public shareholders for a vote, the Initial Shareholders have agreed, pursuant to such letter agreement, to vote their Founder Shares and any public shares purchased during or after the Public Offering in favor of the Business Combination; and • the Founder Shares are automatically convertible into Class A ordinary shares on the first business day following the completion of the Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Additionally, the Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (i) one year after the completion of the Business Combination or (ii) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (iii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”). See Note 9 – Subsequent Events. Private Placement Warrants On the Close Date, the Sponsor purchased from the Company an aggregate of 7,333,333 private placement warrants at a price of $1.50 per warrant, or approximately $11,000,000, in a private placement that occurred in conjunction with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants was placed in the Trust Account. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination. If the Company does not complete the Business Combination within 24 months from the Close Date, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Forward Purchase Agreements Prior to the Close Date, an affiliate of the Company (the “TPG Forward Purchaser”) entered into a forward purchase agreement (the “Original Forward Purchase Agreement”). The TPG Forward Purchaser agreed to purchase an aggregate of 5,000,000 Class A ordinary shares at a price of $10.00 per Class A ordinary share (the “Forward Purchase Shares”), plus an aggregate of 1,000,000 warrants to purchase one Class A ordinary share at $11.50 per share (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000. The purchase of the 5,000,000 Forward Purchase Shares and 1,000,000 Forward Purchase Warrants will take place in one or more private placements, with the full amount to have been purchased no later than simultaneously with the closing of the Company’s Business Combination. The TPG Forward Purchaser’s obligation to purchase the Forward Purchase Securities may be transferred, in whole or in part, to the forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of the TPG Forward Purchaser. As an inducement to a transferee that is not an affiliate of the TPG Forward Purchaser to assume the TPG Forward Purchaser’s obligation to purchase the Forward Purchase Securities, the Company may agree to issue on a case-by-case basis to such transferee at the time of the forward purchase, in addition to the Forward Purchase Securities, an additional number of Class A ordinary shares equal to 10% of the Forward Purchase Shares purchased by such transferee, or up to an aggregate of 500,000 additional Class A ordinary shares, for no additional cash consideration, potentially lowering the effective purchase price per Class A ordinary share. In addition, the Sponsor shall forfeit a number of Founder Shares equal to such additional amount of Class A ordinary shares issued to such transferee, or up to an aggregate of 500,000 Founder Shares, at the time of the forward purchase. The Company also entered into forward purchase agreements (the “Additional Forward Purchase Agreements”) with other third parties (the “Additional Forward Purchasers”) which provide that the Additional Forward Purchasers will purchase up to an aggregate of 11,000,000 Class A ordinary shares (the “Additional Forward Purchase Shares”), plus up to an aggregate of 2,000,000 warrants to purchase one Class A ordinary share at $11.50 per share (the “Additional Forward Purchase Warrants” and, together with the Additional Forward Purchase Shares, the “Additional Forward Purchase Securities”), for an aggregate purchase price of approximately $100,000,000. Any purchases of the up to 11,000,000 Additional Forward Purchase Shares and up to 1,000,000 Additional Forward Purchase Warrants will also take place in one or more private placements, but no later than simultaneously with the closing of the Business Combination. The sale of the Additional Forward Purchase Securities will be subject to the approval of the board of directors and the Sponsor. The proceeds of all purchases made pursuant to the Forward Purchase Agreements will be deposited into the Company’s operating account. In connection with the Additional Forward Purchase Agreements, the Sponsor shall forfeit 1,000,000 Founder Shares at the time of the forward purchase. The terms of the Forward Purchase Securities and Additional Forward Purchase Securities, respectively, are generally identical to the terms of the Class A ordinary shares and the Redeemable Warrants included in the Units sold in the Public Offering, except that the Forward Purchase Shares and Additional Forward Purchase Shares will have no redemption rights and will have no right to liquidating distributions from our trust account. In addition, as long as the Additional Forward Purchase Securities and the Additional Forward Purchase Securities are held by the TPG Forward Purchaser and Additional Forward Purchasers, they will have certain registration rights. In connection with the sale of the Forward Purchase Shares and the Additional Forward Purchase Shares, except to the extent of any forfeitures of Founder Shares by the Sponsor in connection with the forward purchases, the Company expects that the Sponsor will receive an aggregate number of additional Class A ordinary shares so that the Initial Shareholders, in the aggregate, on an as-converted basis, will hold 20% of the Company’s Class A ordinary shares at the time of the closing of the Business Combination. Registration Rights Holders of the Founder Shares and Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement signed on the Close Date of the Public Offering. The holders of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that that Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Related Party Note Payable On September 15, 2020, the Company’s Sponsor loaned the Company $300,000 under an unsecured non-interest bearing promissory note. The funds were used to pay up front expenses associated with the Proposed Offering. The note was repaid on October 9, 2020. On March 29, 2021, the Sponsor issued a promissory note to the Company for borrowings of up to $7,000,000. The promissory note does not bear interest, and any borrowings made are due on the earlier of March 29, 2022 or the consummation of a Business Combination, except in the event of a default, as defined in the promissory note agreement, at which point any outstanding borrowings become due immediately. On March 29, 2021, the Company borrowed $2,000,000 under the promissory note. On May 12, 2021, the Sponsor signed a commitment letter in which it committed to lending funds, if needed, to the Company to timely satisfy any of the Company’s financial obligations or debt service requirements through August 31, 2022, and further to defer any required repayment of existing loans, or any loans made through August 31, 2022, until after August 31, 2022. Independent Financial Advisory Services In connection with the Public Offering, TPG Capital BD, LLC, an affiliate of the Company, acted as the Company’s independent financial advisor as defined under FINRA Rule 5110(j)(9), to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the Public Offering, for which it received a fee of $832,500, which was paid on the Close Date. TPG Capital BD, LLC was engaged to represent the Company’s interests only and is independent of the underwriters. TPG Capital BD, LLC did not act as an underwriter in the Public Offering and did not sell or offer to sell any securities in the Public Offering, nor did it identify or solicit potential investors in the Public Offering. Administrative Services Agreement On October 9, 2020, the Company entered into an agreement to pay $50,000 a month for office space, administrative and support services to an affiliate of the Sponsor upon completion of the Public Offering and will terminate the agreement upon the earlier of a Business Combination or the liquidation of the Company. In addition to the transactions described above, the Company and the Sponsor, among others, entered into certain agreements in connection with the signing of the Business Combination Agreement pursuant to which, among other things, the Sponsor and the Company’s directors and officers have certain interests. For more information, please see Note 1 – Proposed Business Combination . |
Investments Held in Trust Accou
Investments Held in Trust Account | 6 Months Ended |
Jun. 30, 2021 | |
Assets Held In Trust [Abstract] | |
Investments Held In Trust Accounts | 5. Investments Held in Trust Account Gross proceeds of $450,000,000 and $11,000,000 from the Public Offering and the sale of the Private Placement Warrants, respectively, less underwriting discounts of $9,000,000; and funds of $2,000,000 designated to pay the Company’s accrued formation and offering costs, ongoing administrative and acquisition search costs, plus repay notes payable of $300,000 to the Sponsor at the Close Date were placed in the Trust Account at the Close Date. On October 14, 2020, all funds held in the Trust Account were invested in Permitted Investments, which are considered Level 1 investments under ASC 820. For the three and six months ended June 30, 2021, the Permitted Investments generated interest income of $6,839 and $13,602, respectively, all of which was reinvested in Permitted Investments. At June 30, 2021, the balance of funds held in the Trust Account was $450,019,539. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Underwriting Compensations [Abstract] | |
Deferred Underwriting Compensation | 6. Deferred Underwriting Compensation The Company is committed to pay the Deferred Discount of 3.50% of the gross proceeds of the Public Offering, or $15,750,000, to the underwriters upon the Company’s completion of a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount, and no Deferred Discount is payable to the underwriters if a Business Combination is not completed within 24 months after the Close Date. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | 7. Shareholders’ Equity Class A Ordinary Shares The Company is currently authorized to issue 200,000,000 Class A ordinary shares. Depending on the terms of a potential Business Combination, the Company may be required to increase the number of authorized Class A ordinary shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of Class A ordinary shares are entitled to one vote for each share with the exception that only holders of Class F ordinary shares have the right to vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s amended and restated memorandum and articles of association. At each of June 30, 2021 and December 31, 2020, there were 45,000,000 Class A ordinary shares issued and outstanding. Of the 45,000,000 Class A ordinary shares outstanding at June 3 0 , 20201 and December 31, 2020, 45,000,000 shares were subject to possible redemption and are classified outside of shareholders’ equity at the balance sheet. Class F Ordinary Shares The Company is currently authorized to issue 20,000,000 Class F ordinary shares. At each of June 30, 2021 and December 31, 2020, there were 11,250,000 Class F ordinary shares (Founder Shares) issued and outstanding. Preferred Shares The Company is authorized to issue 1,000,000 preferred shares. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors is able to, without stockholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At June 30, 2021 and December 31, 2020, there were no preferred shares issued or outstanding. Dividend Policy The Company has not paid and does not intend to pay any cash dividends on its ordinary shares prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 15,750,000 $ — $ — $ 15,750,000 Private Placement Warrants — 12,833,333 — 12,833,333 Forward purchase agreements (FPAs) — — 6,190,000 6,190,000 Total $ 15,750,000 $ 12,833,333 $ 6,190,000 $ 34,773,333 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 19,350,000 $ — $ — $ 19,350,000 Private Placement Warrants — 15,766,667 — 15,766,667 Forward purchase agreements (FPAs) — — 24,420,000 24,420,000 Total $ 19,350,000 $ 15,766,667 $ 24,420,000 $ 59,536,667 The following table presents the changes in the fair value of the Company’s derivative liabilities that are measured at fair value for the three and six months ended June 30, 2021. The Company did not hold any derivative liabilities measured at fair value as of or for the three and six months ended June 30, 2020. Warrants Private Placement Warrants Forward Purchase Agreements (FPAs) Total Liabilities: Fair value at March 31, 2021 $ 12,150,000 $ 9,900,000 $ 4,670,000 $ 26,720,000 Change in fair value 3,600,000 2,933,333 1,520,000 8,053,333 Fair value at June 30, 2021 $ 15,750,000 $ 12,833,333 $ 6,190,000 $ 34,773,333 Warrants Private Placement Warrants Forward Purchase Agreements (FPAs) Total Liabilities: Fair value at December 31, 2020 $ 19,350,000 $ 15,766,667 $ 24,420,000 $ 59,536,667 Change in fair value (3,600,000 ) (2,933,334 ) (18,230,000 ) (24,763,334 ) Fair value at June 30, 2021 $ 15,750,000 $ 12,833,333 $ 6,190,000 $ 34,773,333 The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at June 30, 2021 and December 31, 2020 was a market approach. The following tables summarize the changes in the fair value of financial instruments for which the Company has used Level 3 inputs to determine fair value for the three and six months ended June 30, 2021. The Company did not hold any Level 3 financial instruments as of or for the three and six months ended June 30, 2020. Forward Purchase Agreements (FPAs) Total Liabilities: Fair value at March 31, 2021 $ 4,670,000 $ 4,670,000 Change in fair value 1,520,000 1,520,000 Fair value at June 30, 2021 $ 6,190,000 $ 6,190,000 Forward Purchase Agreements (FPAs) Total Liabilities: Fair value at December 31, 2020 $ 24,420,000 $ 24,420,000 Change in fair value (18,230,000 ) (18,230,000 ) Fair value at June 30, 2021 $ 6,190,000 $ 6,190,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events Management has performed an evaluation of subsequent events through the date of issuance of the financial statements, noting no subsequent events which require adjustment or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at June 30, 2021 and December 31, 2020, and the results of operations and cash flows for the periods presented. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiary. All intercompany balances and transactions have been eliminated upon consolidation. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. |
Cash | Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of June 30, 2021 or December 31, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. |
Derivative Liabilities | Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3) and Private Placement Warrants (as defined below in Note 4) (collectively, “Warrant Securities”), and the Forward Purchase Agreements and Additional Forward Purchase Agreements (as defined below in Note 4, and collectively, “FPAs”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that the Warrant Securities and FPAs could not be accounted for as components of equity. As the Warrant Securities and FPAs meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change. Key inputs ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities and FPAs were as follows, June 30, 2021 December 31, 2020 Implied volatility 45% 22% Risk-free interest rate 0.05% 0.10% - 0.43% Instrument exercise price for one Class A ordinary share $ 11.50 $ 11.50 Expected term 0.08 years 5.5 years |
Redeemable Ordinary Shares | Redeemable Ordinary Shares All of the 45,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company incurred offering costs of $1,094,456 allocated to the issuance and sale of Class A ordinary shares in connection with the Public Offering. These costs, together with the portions of the underwriter discount and Deferred Discount (as defined below) allocated to the issuance and sale of Class A ordinary shares included in the Units, totaling $25,091,705, were charged to temporary equity upon completion of the Public Offering. Offering costs of $752,751 attributed to the issuance and sale of the warrants included in the Units were expensed at the Close Date. |
Stock Compensation Expense | Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence. As of June 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the latest modification date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. |
Net (Loss) Income per Ordinary Share | Net (Loss) Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. At June 30, 2021, the Company had outstanding warrants and forward purchase contracts to purchase up to 36,333,333 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net (loss) income per ordinary share since the exercise of the warrants and forward purchase contracts is contingent upon the occurrence of future events. At June 30, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the three and six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, the Company has two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. As of June 30, 2020, the Company only For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Class A Class F Class A Class F Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (7,348,914 ) $ (1,837,228 ) $ 15,316,014 $ 3,829,003 Denominator: Weighted average ordinary shares outstanding: 45,000,000 11,250,000 45,000,000 11,250,000 Basic and diluted net (loss) income per ordinary share $ (0.16 ) $ (0.16 ) $ 0.34 $ 0.34 |
Income Taxes | Income Taxes Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Valuation Models Used to Calculate Fair Value of Warrant Securities and FPAs | Key inputs ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities and FPAs were as follows, June 30, 2021 December 31, 2020 Implied volatility 45% 22% Risk-free interest rate 0.05% 0.10% - 0.43% Instrument exercise price for one Class A ordinary share $ 11.50 $ 11.50 Expected term 0.08 years 5.5 years |
Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share | As of June 30, 2021, the Company has two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. As of June 30, 2020, the Company only For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Class A Class F Class A Class F Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (7,348,914 ) $ (1,837,228 ) $ 15,316,014 $ 3,829,003 Denominator: Weighted average ordinary shares outstanding: 45,000,000 11,250,000 45,000,000 11,250,000 Basic and diluted net (loss) income per ordinary share $ (0.16 ) $ (0.16 ) $ 0.34 $ 0.34 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Derivative Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 15,750,000 $ — $ — $ 15,750,000 Private Placement Warrants — 12,833,333 — 12,833,333 Forward purchase agreements (FPAs) — — 6,190,000 6,190,000 Total $ 15,750,000 $ 12,833,333 $ 6,190,000 $ 34,773,333 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 19,350,000 $ — $ — $ 19,350,000 Private Placement Warrants — 15,766,667 — 15,766,667 Forward purchase agreements (FPAs) — — 24,420,000 24,420,000 Total $ 19,350,000 $ 15,766,667 $ 24,420,000 $ 59,536,667 |
Schedule of Changes in Fair Value of Derivative Liabilities | The following table presents the changes in the fair value of the Company’s derivative liabilities that are measured at fair value for the three and six months ended June 30, 2021. The Company did not hold any derivative liabilities measured at fair value as of or for the three and six months ended June 30, 2020. Warrants Private Placement Warrants Forward Purchase Agreements (FPAs) Total Liabilities: Fair value at March 31, 2021 $ 12,150,000 $ 9,900,000 $ 4,670,000 $ 26,720,000 Change in fair value 3,600,000 2,933,333 1,520,000 8,053,333 Fair value at June 30, 2021 $ 15,750,000 $ 12,833,333 $ 6,190,000 $ 34,773,333 Warrants Private Placement Warrants Forward Purchase Agreements (FPAs) Total Liabilities: Fair value at December 31, 2020 $ 19,350,000 $ 15,766,667 $ 24,420,000 $ 59,536,667 Change in fair value (3,600,000 ) (2,933,334 ) (18,230,000 ) (24,763,334 ) Fair value at June 30, 2021 $ 15,750,000 $ 12,833,333 $ 6,190,000 $ 34,773,333 |
Schedule of Changes in Fair Value of Financial Instruments Using Level 3 Inputs | The following tables summarize the changes in the fair value of financial instruments for which the Company has used Level 3 inputs to determine fair value for the three and six months ended June 30, 2021. The Company did not hold any Level 3 financial instruments as of or for the three and six months ended June 30, 2020. Forward Purchase Agreements (FPAs) Total Liabilities: Fair value at March 31, 2021 $ 4,670,000 $ 4,670,000 Change in fair value 1,520,000 1,520,000 Fair value at June 30, 2021 $ 6,190,000 $ 6,190,000 Forward Purchase Agreements (FPAs) Total Liabilities: Fair value at December 31, 2020 $ 24,420,000 $ 24,420,000 Change in fair value (18,230,000 ) (18,230,000 ) Fair value at June 30, 2021 $ 6,190,000 $ 6,190,000 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) | Jan. 28, 2021USD ($)$ / sharesshares | Oct. 09, 2020USD ($) | Oct. 06, 2020USD ($)$ / sharesshares | Oct. 02, 2020Director | Aug. 12, 2019USD ($)shares | Jun. 30, 2021USD ($)Director$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Entity incorporation date | Jul. 11, 2019 | ||||||
Public offering closing date | Oct. 9, 2020 | ||||||
Number of independent directors | Director | 4 | ||||||
Proceeds from issuance of public offering | $ 450,000,000 | ||||||
Payments for net of underwriting discount | $ 9,000,000 | ||||||
Percentage obligation to redeem public shares | 100.00% | ||||||
Remaining proceeds held outside trust account | $ 2,000,000 | ||||||
Repayments on loans | $ 300,000 | ||||||
Trust account amount, price per public share | $ / shares | $ 10 | ||||||
Business combination condition, description | The Company has 24 months from the Close Date to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | ||||||
Waiver Agreement | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Earn-out consideration subject to forfeiture if achievement of stock price thresholds are not met within closing date | 5 years | ||||||
Shares agreed to forfeit | shares | 2,000,000 | ||||||
Warrants agreed to forfeit | shares | 2,444,444 | ||||||
Maximum | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Net interest to pay dissolution expenses | $ 100,000 | ||||||
Minimum [Member] | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Percentage of trust account balance equal to target businesses fair market value | 80.00% | ||||||
Intangible assets net of deferred underwriting commission | $ 5,000,001 | ||||||
Class B Common Stock | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||||
Class A Ordinary Shares | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, issued | shares | 0 | 0 | |||||
Class A Ordinary Shares | Subscription Agreement | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Newly issued shares | shares | 15,000,000 | ||||||
Gross proceeds from stock issued | $ 150,000,000 | ||||||
Class A Ordinary Shares | Waiver Agreement | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Number of shares thresholds under forward purchase agreement | shares | 15,000,000 | ||||||
Shares agreed to forfeit if threshold not achieved | shares | 4,000,000 | ||||||
Class A Ordinary Shares | Maximum | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Aggregate warrants | shares | 36,333,333 | ||||||
Class F Ordinary Shares | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares, issued | shares | 11,250,000 | 11,250,000 | |||||
Common stock issued, value | $ 25,000 | ||||||
Class F Ordinary Shares | TPG Pace Tech Opportunities Sponsor, Series LLC | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Newly issued shares | shares | 20,000,000 | ||||||
Number of independent directors | Director | 4 | ||||||
Common stock issued, value | $ 25,000 | ||||||
Nerdy | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Business combination, aggregate consideration | $ 1,250,000,000 | ||||||
Business combination, cash payments in excess of amount available | $ 250,000,000 | ||||||
Business combination, equity consideration, per share | $ / shares | $ 10 | ||||||
Additional equity issued | shares | 4,000,000 | ||||||
Earn-out consideration subject to forfeiture if achievement of stock price thresholds are not met within closing date | 5 years | ||||||
Nerdy | No Redemption Scenario | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Business combination, cash | $ 266,000,000 | ||||||
Nerdy | Maximum Redemption Scenario | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Business combination, cash | 170,000,000 | ||||||
Nerdy | Maximum | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Business combination, cash payments in excess of amount available | $ 388,200,000 | ||||||
Nerdy | Warrant | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Class of warrants price | $ / shares | $ 11.50 | ||||||
Ownership percentage | 90.00% | ||||||
Nerdy | Member Units | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Ownership percentage | 60.00% | ||||||
Nerdy | Member Units | Maximum Redemption Scenario | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Ownership percentage | 38.00% | ||||||
TPG Pace Tech Opportunities Sponsor, Series LLC | Warrant | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Class of warrants price | $ / shares | $ 11.50 | ||||||
IPO | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Warrant holder entitled to purchase common stock percentage | 20.00% | ||||||
Warrant holder entitled to purchase common stock per one share | 100.00% | ||||||
Class of warrants price | $ / shares | $ 11.50 | ||||||
Proceeds from issuance of public offering | $ 450,000,000 | ||||||
Payments for net of underwriting discount | 9,000,000 | ||||||
Operational funds deposited in trust account | $ 2,000,000 | ||||||
IPO | Class A Ordinary Shares | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||||
Newly issued shares | shares | 45,000,000 | ||||||
Private Placement | TPG Pace Tech Opportunities Sponsor, Series LLC | |||||||
Schedule Of Organization And Business Operations Plan [Line Items] | |||||||
Class of warrants price | $ / shares | $ 1.50 | $ 1.50 | |||||
Aggregate warrants | shares | 7,333,333 | ||||||
Proceeds from issuance of warrants | $ 11,000,000 | $ 11,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Oct. 09, 2020USD ($) | Jun. 30, 2021USD ($)Classshares | Jun. 30, 2020USD ($)Class | Dec. 31, 2020USD ($) |
Significant Accounting Policies [Line Items] | ||||
Cash equivalents | $ 0 | $ 0 | ||
Federal depository insurance coverage | 250,000 | |||
Class A ordinary shares subject to possible redemption: 45,000,000 shares at a redemption value of $10.00 per share | 450,019,539 | $ 450,005,937 | ||
Stock-based compensation expense | $ 0 | |||
Number of classes of ordinary shares | Class | 2 | 1 | ||
Accrued interest and penalties | $ 0 | |||
IPO | Warrant | ||||
Significant Accounting Policies [Line Items] | ||||
Offering costs | $ 752,751 | |||
Class A Ordinary Shares | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Aggregate warrants | shares | 36,333,333 | |||
Class A Ordinary Shares | IPO | ||||
Significant Accounting Policies [Line Items] | ||||
Newly issued shares | shares | 45,000,000 | |||
Offering costs | $ 1,094,456 | |||
Class A ordinary shares subject to possible redemption: 45,000,000 shares at a redemption value of $10.00 per share | $ 25,091,705 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Valuation Models Used to Calculate Fair Value of Warrant Securities and FPAs (Details) - Warrant Securities and FPAs | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021$ / shares | Dec. 31, 2020$ / shares | |
Measurement Input, Implied Volatility | ||
Significant Accounting Policies [Line Items] | ||
Derivative liability, measurement input | 0.45 | 0.22 |
Measurement Input, Risk-free Interest Rate | ||
Significant Accounting Policies [Line Items] | ||
Derivative liability, measurement input | 0.0005 | |
Measurement Input, Risk-free Interest Rate | Minimum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Derivative liability, measurement input | 0.0010 | |
Measurement Input, Risk-free Interest Rate | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Derivative liability, measurement input | 0.0043 | |
Measurement Input, Instrument Exercise price for One Class A ordinary Share | ||
Significant Accounting Policies [Line Items] | ||
Derivative liability, measurement input | 11.50 | 11.50 |
Measurement Input, Expected Term | ||
Significant Accounting Policies [Line Items] | ||
Derivative liability, measurement input term | 29 days | 5 years 6 months |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Allocation of net (loss) income | $ (9,186,142) | $ 28,331,159 | $ (868) | $ 0 | $ 19,145,017 | $ (868) |
Class A Ordinary Shares | ||||||
Numerator: | ||||||
Allocation of net (loss) income | $ (7,348,914) | $ 15,316,014 | ||||
Denominator: | ||||||
Weighted average ordinary shares outstanding: | 45,000,000 | 0 | 45,000,000 | 0 | ||
Basic and diluted net (loss) income per ordinary share | $ (0.16) | $ 0 | $ 0.34 | $ 0 | ||
Class F Ordinary Shares | ||||||
Numerator: | ||||||
Allocation of net (loss) income | $ (1,837,228) | $ 3,829,003 | ||||
Denominator: | ||||||
Weighted average ordinary shares outstanding: | 11,250,000 | 20,000,000 | 11,250,000 | 20,000,000 | ||
Basic and diluted net (loss) income per ordinary share | $ (0.16) | $ 0 | $ 0.34 | $ 0 |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Oct. 09, 2020 | Jun. 30, 2021 | Jan. 28, 2021 | Dec. 31, 2020 |
Subsidiary Sale Of Stock [Line Items] | ||||
Outstanding Warrants, per share | $ 0.01 | |||
Sale price of share to redeem outstanding warrants | $ 18 | |||
Redeem outstanding warrants description | Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders. | |||
Percentage of underwriting discount on gross proceeds | 2.00% | |||
Percentage of deferred discount on gross proceeds | 3.50% | |||
Deferred underwriting compensation | $ 15,750,000 | $ 15,750,000 | ||
Payments for net of underwriting discount | $ 9,000,000 | |||
Class A Ordinary Shares | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Sale price of share to redeem outstanding warrants | $ 10 | |||
Redeem outstanding warrants description | Additionally, 90 days after the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, for Class A ordinary shares at a price based on the redemption date and “fair market value” of the Company’s Class A ordinary shares upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share on the trade date prior to the date on which the Company sends the notice of redemption to the Warrant holders. The “fair market value” of the Company’s Class A ordinary shares shall mean the average reported last sale price of the Company’s Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the Warrant holders. | |||
Initial Public Offering | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Price per unit sold | $ 10 | |||
Sale of units description | Each unit consists of one Class A ordinary share of the Company at $0.0001 par value | |||
Warrant holder entitled to purchase common stock percentage | 20.00% | |||
Warrant holder entitled to purchase common stock per one share | 100.00% | |||
Class of warrants price | $ 11.50 | |||
Class of warrant, expiration period | 5 years | |||
Class of warrant or right exercisable description | The Warrants will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the Close Date, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. | |||
Payments for net of underwriting discount | $ 9,000,000 | |||
Initial Public Offering | Warrant | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Sale of units description | one-fifth of one warrant (a “Unit”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share (a “Warrant”). | |||
Initial Public Offering | Class A Ordinary Shares | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Number of units sold | 45,000,000 | |||
Ordinary shares, par value | $ 0.0001 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Oct. 09, 2020USD ($) | Oct. 08, 2020USD ($)$ / sharesshares | Oct. 06, 2020USD ($)$ / shares | Oct. 02, 2020USD ($)Directorshares | Aug. 12, 2019USD ($)$ / sharesshares | Jun. 30, 2021USD ($)Director$ / sharesshares | Mar. 29, 2021USD ($) | Dec. 31, 2020USD ($)shares | Sep. 15, 2020USD ($) | Aug. 11, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||||||
Assets | $ | $ 451,382,917 | $ 450,817,922 | $ 0 | |||||||
Number of independent directors | Director | 4 | |||||||||
Expected percentage that the initial shareholders will hold upon closing of business combination | 20.00% | |||||||||
Price per share sponsor agreed to liable | $ / shares | $ 10 | |||||||||
Unsecured non-interest bearing promissory note | $ | $ 300,000 | |||||||||
Borrowed amount payable to related party | $ | $ 2,000,000 | |||||||||
Original Forward Purchase Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of warrants | 1,000,000 | |||||||||
Class of warrants price | $ / shares | $ 11.50 | |||||||||
Aggregate purchase price | $ | $ 50,000,000 | |||||||||
Number of founder shares sponsor can forfeit | 500,000 | |||||||||
Additional Forward Purchase Agreements | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of warrants | 2,000,000 | |||||||||
Aggregate purchase price | $ | $ 100,000,000 | |||||||||
Number of founder shares sponsor can forfeit | 1,000,000 | |||||||||
Administrative Service Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Office space, administrative and support services expense | $ | $ 50,000 | |||||||||
Private Placement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of units description | If the Company does not complete the Business Combination within 24 months from the Close Date, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | |||||||||
Private Placement | Additional Forward Purchase Agreements | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of warrants | 1,000,000 | |||||||||
Class F Ordinary Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, issued, value | $ | $ 25,000 | |||||||||
Ordinary shares, outstanding | 11,250,000 | 11,250,000 | ||||||||
Class A Ordinary Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ordinary shares, outstanding | 0 | 0 | ||||||||
Class A Ordinary Shares | Original Forward Purchase Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Price per share | $ / shares | $ 10 | |||||||||
Sale of aggregate shares | 5,000,000 | |||||||||
Percentage of additional number of shares agreed to issue to transferee | 10.00% | |||||||||
Aggregate number of additional shares agreed to issue to transferee | 500,000 | |||||||||
Class A Ordinary Shares | Additional Forward Purchase Agreements | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of aggregate shares | 11,000,000 | |||||||||
Warrants to purchase price per share | $ / shares | $ 11.50 | |||||||||
Class A Ordinary Shares | Additional Forward Purchase Agreements | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of aggregate shares | 11,000,000 | |||||||||
TPG Pace Tech Opportunities Sponsor, Series LLC | Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, description | The promissory note does not bear interest, and any borrowings made are due on the earlier of March 29, 2022 or the consummation of a Business Combination, except in the event of a default, as defined in the promissory note agreement, at which point any outstanding borrowings become due immediately. | |||||||||
Borrowed amount payable to related party | $ | $ 2,000,000 | |||||||||
TPG Pace Tech Opportunities Sponsor, Series LLC | Maximum | Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face amount | $ | $ 7,000,000 | |||||||||
TPG Pace Tech Opportunities Sponsor, Series LLC | Private Placement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of warrants | 7,333,333 | |||||||||
Class of warrants price | $ / shares | $ 1.50 | $ 1.50 | ||||||||
Proceeds from issuance of warrants | $ | $ 11,000,000 | $ 11,000,000 | ||||||||
Transferable, assignable or salable period of warrants | 30 days | |||||||||
TPG Pace Tech Opportunities Sponsor, Series LLC | Private Placement | Warrant | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of units description | Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. | |||||||||
TPG Pace Tech Opportunities Sponsor, Series LLC | Class F Ordinary Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of units sold | 20,000,000 | |||||||||
Common stock, issued, value | $ | $ 25,000 | |||||||||
Common stock, issued, price per share | $ / shares | $ 0.001 | |||||||||
Number of independent directors | Director | 4 | |||||||||
Shares forfeited | 7,062,500 | |||||||||
Forfeited value | $ | $ 0 | |||||||||
Ordinary shares, outstanding | 11,250,000 | 11,250,000 | ||||||||
Business combination period allowed from close date to exercise rights | 24 months | |||||||||
Preferred stock conversion ratio | one-for-one basis | |||||||||
TPG Pace Tech Opportunities Sponsor, Series LLC | Class F Ordinary Shares | Director | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred | 40,000 | |||||||||
TPG Pace Tech Opportunities Sponsor, Series LLC | Class F Ordinary Shares | Over-Allotment Option | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares forfeited on expiration of underwriters | 1,687,500 | |||||||||
TPG Pace Tech Opportunities Sponsor, Series LLC | Class A Ordinary Shares | Private Placement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrant holder entitled to purchase common stock per one share | 1 | |||||||||
Price per share | $ / shares | $ 11.50 | |||||||||
Sponsor and Initial Shareholders | Class F Ordinary Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction, description of transaction | Additionally, the Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (i) one year after the completion of the Business Combination or (ii) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (iii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”). | |||||||||
Sponsor and Initial Shareholders | Class A Ordinary Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Price per share for earlier end of lockup period | $ / shares | $ 12 | |||||||||
TPG Capital BD, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Financial advisory services fee | $ | $ 832,500 |
Investments Held in Trust Acc_2
Investments Held in Trust Account - Additional Information (Details) - USD ($) | Oct. 09, 2020 | Oct. 06, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Investments Held in Trust Account [Line Items] | |||||||
Proceeds from issuance of public offering | $ 450,000,000 | ||||||
Proceeds from sale of Private Placement Warrants to Sponsor | 11,000,000 | ||||||
Underwriting discounts | $ 9,000,000 | ||||||
Cash | $ 1,121,886 | 1,121,886 | $ 534,095 | ||||
Repay notes payable | 300,000 | ||||||
Interest income | 6,839 | $ 0 | 13,602 | $ 0 | |||
Investments held in Trust Account | $ 450,019,539 | $ 450,019,539 | $ 450,005,937 | ||||
IPO | |||||||
Investments Held in Trust Account [Line Items] | |||||||
Proceeds from issuance of public offering | $ 450,000,000 | ||||||
Underwriting discounts | 9,000,000 | ||||||
Private Placement | |||||||
Investments Held in Trust Account [Line Items] | |||||||
Cash | $ 2,000,000 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Disclosure Deferred Underwriting Compensation Details [Abstract] | ||
Percentage of deferred discount on gross proceeds | 3.50% | |
Deferred discount payable upon completion of business combination | $ 15,750,000 | $ 15,750,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Dividend policy | The Company has not paid and does not intend to pay any cash dividends on its ordinary shares prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future. | |
Class A Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, voting rights | Holders of Class A ordinary shares are entitled to one vote for each share with the exception that only holders of Class F ordinary shares have the right to vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s amended and restated memorandum and articles of association. | |
Temporary equity and common stock, shares issued | 45,000,000 | 45,000,000 |
Temporary equity and common stock, shares outstanding | 45,000,000 | 45,000,000 |
Temporary equity shares subject to possible redemption | 45,000,000 | 45,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class F Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 11,250,000 | 11,250,000 |
Common stock, shares outstanding | 11,250,000 | 11,250,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Derivative Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities: | |||
Derivative liabilities | $ 34,773,333 | $ 26,720,000 | $ 59,536,667 |
Warrants | |||
Liabilities: | |||
Derivative liabilities | 15,750,000 | 12,150,000 | 19,350,000 |
Private Placement Warrants | |||
Liabilities: | |||
Derivative liabilities | 12,833,333 | 9,900,000 | 15,766,667 |
Forward Purchase Agreements (FPAs) | |||
Liabilities: | |||
Derivative liabilities | 6,190,000 | $ 4,670,000 | 24,420,000 |
Recurring | |||
Liabilities: | |||
Derivative liabilities | 34,773,333 | 59,536,667 | |
Recurring | Warrants | |||
Liabilities: | |||
Derivative liabilities | 15,750,000 | 19,350,000 | |
Recurring | Private Placement Warrants | |||
Liabilities: | |||
Derivative liabilities | 12,833,333 | 15,766,667 | |
Recurring | Forward Purchase Agreements (FPAs) | |||
Liabilities: | |||
Derivative liabilities | 6,190,000 | 24,420,000 | |
Recurring | Level 1 | |||
Liabilities: | |||
Derivative liabilities | 15,750,000 | 19,350,000 | |
Recurring | Level 1 | Warrants | |||
Liabilities: | |||
Derivative liabilities | 15,750,000 | 19,350,000 | |
Recurring | Level 2 | |||
Liabilities: | |||
Derivative liabilities | 12,833,333 | 15,766,667 | |
Recurring | Level 2 | Private Placement Warrants | |||
Liabilities: | |||
Derivative liabilities | 12,833,333 | 15,766,667 | |
Recurring | Level 3 | |||
Liabilities: | |||
Derivative liabilities | 6,190,000 | 24,420,000 | |
Recurring | Level 3 | Forward Purchase Agreements (FPAs) | |||
Liabilities: | |||
Derivative liabilities | $ 6,190,000 | $ 24,420,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Fair Value of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Liabilities: | ||
Fair value, Beginning balance | $ 26,720,000 | $ 59,536,667 |
Change in fair value | 8,053,333 | (24,763,334) |
Fair value, Ending balance | 34,773,333 | 34,773,333 |
Warrant | ||
Liabilities: | ||
Fair value, Beginning balance | 12,150,000 | 19,350,000 |
Change in fair value | 3,600,000 | (3,600,000) |
Fair value, Ending balance | 15,750,000 | 15,750,000 |
Private Placement Warrants | ||
Liabilities: | ||
Fair value, Beginning balance | 9,900,000 | 15,766,667 |
Change in fair value | 2,933,333 | (2,933,334) |
Fair value, Ending balance | 12,833,333 | 12,833,333 |
Forward Purchase Agreements (FPAs) | ||
Liabilities: | ||
Fair value, Beginning balance | 4,670,000 | 24,420,000 |
Change in fair value | 1,520,000 | (18,230,000) |
Fair value, Ending balance | $ 6,190,000 | $ 6,190,000 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in Fair Value of Financial Instruments Using Level 3 Inputs (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Liabilities: | ||
Fair value, Beginning balance | $ 4,670,000 | $ 24,420,000 |
Change in fair value | 1,520,000 | (18,230,000) |
Fair value, Ending balance | 6,190,000 | 6,190,000 |
Forward Purchase Agreements (FPAs) | ||
Liabilities: | ||
Fair value, Beginning balance | 4,670,000 | 24,420,000 |
Change in fair value | 1,520,000 | (18,230,000) |
Fair value, Ending balance | $ 6,190,000 | $ 6,190,000 |